{"id":41377,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-to-purchase-series-a-common-stock-at-home-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-to-purchase-series-a-common-stock-at-home-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-to-purchase-series-a-common-stock-at-home-corp-and.html","title":{"rendered":"Warrant to Purchase Series A Common Stock &#8211; At Home Corp. and Century Communications Corp."},"content":{"rendered":"<pre>\n             CENTURY COMMUNICATIONS CORP. WARRANT (INITIAL WARRANT)\n\nTHIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT\nBEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE\n'ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES. THESE\nSECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT\nBE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR\nPURSUANT TO AN EXEMPTION THEREFROM, AND EXCEPT AS PERMITTED UNDER APPLICABLE\nSTATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO\nBEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.\nTHE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND\nSUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR\nRESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.\n\nIssue Date:  May 5, 1998\n\n\n                    WARRANT TO PURCHASE SERIES A COMMON STOCK\n\n                                       OF\n\n                               AT HOME CORPORATION\n\n        THIS CERTIFIES THAT in consideration of the continued rapid deployment\nof the @Home Service of At Home Corporation, a Delaware corporation (the\n'COMPANY'), Century Communications Corp., a New Jersey corporation (the 'INITIAL\nREGISTERED HOLDER'), or its permitted registered assigns (including the Initial\nRegistered Holder, the 'REGISTERED Holder'), is entitled, subject to the terms\nand conditions of this Warrant, to purchase from the Company at any time (i) on\nor after the Commencement Date and (ii) on or prior to the Expiration Date,\n2,630,000 shares of the Company's Series A Common Stock (subject to adjustment\nas set forth in the Company's Certificate of Incorporation), at an exercise\nprice equal to $10.50 per share of Series A Common Stock (such price, as it may\nbe adjusted pursuant to the provisions of Section 5 below, referred to as the\n'EXERCISE PRICE'), upon surrender of this Warrant at the principal office of the\nCompany, together with a duly executed subscription form in the form attached\nhereto as Exhibit 1 and simultaneous payment of the full exercise price for the\nshares of Warrant Stock so purchased. The Exercise Price and the number and kind\nof shares of Warrant Stock purchasable under this Warrant are subject to\nadjustment as provided herein.\n\nNotwithstanding anything to the contrary contained in this Warrant, this Warrant\nand all rights to purchase Warrant Stock hereunder shall terminate on the\nExpiration Date.\n\n\n1.      CERTAIN DEFINITIONS.\n\n        1.1 DEFINITIONS INCORPORATED BY REFERENCE. The following terms shall\nhave the meaning ascribed to them in the @Home Network Distribution Agreement,\ndated as of May 1, 1998, between the Company and the Initial Registered Holder:\n\n\n\n               Term                                       Cross Reference\n               ----                                       ---------------\n                                                        \n               @Home Service                              Section 1(d)\n               @Home Facilities Upgrade                   Section 1(b)\n               Deployment Schedule                        Section 1(l)\n               Living Unit                                Section 1(s)\n               Master Roll-Out Plan                       Section 2(a)(i)\n               MDU                                        Section 1(y)\n               One-Way Data-Ready Cable System            Section 1(k)\n               Service Area                               Section 1(ee)\n               Service Area Plan                          Section 2 (b)(i)\n               Two-Way Data-Ready Cable System            Section 1(k)\n\n\n        1.2 ADDITIONAL DEFINITIONS. The following additional definitions shall\napply for purposes of this Warrant:\n\n               'ACT' means the Securities Act of 1933, as amended.\n\n               'COMMENCEMENT DATE' means March 31, 1999.\n\n               'COMMERCIALLY DEPLOYED' means a Eligible Living Unit that is: (i)\nconnected to a Two-Way Data-Ready Cable System or to a One-Way Data-Ready Cable\nSystem; and (ii) able to subscribe to the @Home Service, if desired.\nNotwithstanding the foregoing, if an Eligible Living Unit that is connected to a\nTwo-Way Data-Ready Cable System or to a One-Way Data-Ready Cable System is not\nable to subscribe to the @Home Service because the Company has not completed the\n@Home Facilities Upgrade in accordance with the Deployment Schedule set forth in\nthe Service Area Plan for that Eligible Living Unit, such Eligible Living Unit\nwill be considered 'Commercially Deployed.' A Eligible Living Unit will be\nconsidered 'connected' to a Two-Way Data Ready Cable System or a One-Way Data\nReady Cable System, if the Eligible Living Unit is located within 150 feet of\nthe applicable Two-Way Data Ready Cable System or One-Way Data Ready Cable\nSystem. A Eligible Living Unit in a MDU that meets the criteria set forth in\nclause (i) and (ii) above shall be counted as one Commercially Deployed Living\nUnit.\n\n               'DETERMINATION DATE' means March 31 of each of 1999, 2000, 2001,\n2002 and 2003.\n\n               'DISTRIBUTION AGREEMENT' means the @Home Network Distribution\nAgreement, dated as of May 1, 1998, between the Company and the Initial\nRegistered Holder.\n\n\n                                      -2-\n\n\n\n               'ELIGIBLE LIVING UNITS' means the Living Units in those Service\nAreas indicated on the Master Roll-Out Plan that were used for calculating the\nnumber of Warrant Shares.\n\n               'EXPIRATION DATE' means 5:00 p.m. Pacific Time on June 1, 2004.\n\n               'ISSUE DATE' means the date of this Warrant.\n\n               'PERSON' means any individual, corporation, limited liability\ncompany, partnership, joint venture, association, joint stock company, trust,\nunincorporated organization, government or agency or political subdivision\nthereof, or other entity, whether acting in an individual, fiduciary or other\ncapacity.\n\n               'SEC' means the U.S. Securities and Exchange Commission.\n\n               'SECOND WARRANT' means the warrant (and any warrant(s) delivered\nin substitution or exchange therefor, as provided therein) to be issued to the\nInitial Registered Holder upon the occurrence of certain events, pursuant to the\nWarrant Purchase Agreement, dated as of the date of this Warrant, between the\nCompany and the Initial Registered Holder.\n\n               'SERIES A COMMON STOCK' means the Company's Series A Common\nStock, par value $0.01 per share, and stock of any other series or class into\nwhich the same may be changed.\n\n               'WARRANT' means this Warrant and any warrant(s) delivered in\nsubstitution or exchange therefor, as provided herein.\n\n               'WARRANT PURCHASE AGREEMENT' means the Agreement dated of even\ndate herewith between the Company and the Initial Registered Holder relating to\nthe purchase of this Warrant.\n\n               'WARRANT STOCK' means shares of Series A Common Stock issued upon\nexercise of this Warrant (or, for the purposes of Section 2.1.2, the Second\nWarrant).\n\n        2. EXERCISE.\n\n               2.1 Exercisability of Warrant. This Warrant is not immediately\nexercisable, and will become exercisable with respect to that number of shares\nof Warrant Stock as follows:\n\n               2.1.1 On each Determination Date, this Warrant shall become\nexercisable as to a number of shares of Warrant Stock equal to (x) the number of\nEligible Living Units which, on such date, are (A) subject to a Service Area\nPlan and (B) Commercially Deployed, multiplied by (y) two. On or following a\nDetermination Date, the Registered Holder shall provide the Company with a\ncertificate, executed by either the Chief Executive Officer or Chief Financial\nOfficer of the Registered Holder, setting forth in detail its calculation of\nsuch number of residences, which determination shall be conclusive unless\ndisputed by the Company. In the event that the Company shall dispute such\ndetermination, the Company shall, within three \n\n\n\n                                      -3-\n\n\n\nbusiness days of its receipt of the Registered Holder's certificate, give\nwritten notice to the Registered Holder, setting forth in detail the basis of\nits dispute. In the event of such a dispute, no shares of Warrant Stock shall\nbecome exercisable in connection with such Determination Date until both the\nCompany and the Registered Holder shall have resolved such dispute to their\nmutual satisfaction. For the avoidance of doubt, shares of Warrant Stock\nexercisable prior to such Determination Date shall continue to be exercisable\nregardless of any such dispute.\n\n               2.1.2 If, between January 1, 1999 and December 31, 1999, the\nInitial Registered Holder enters into a binding purchase agreement to acquire\nadditional Living Units in the Los Angeles area from one or more cable\noperators, excluding any acquired Living Units in respect of which any cable\noperator has received equity securities of the Company (including warrants and\nother exercisable or convertible securities) (the '1999 ACQUIRED HOMES'), either\nthis Warrant or the Second Warrant (if such Second Warrant has been issued)\nshall, on the appropriate Determination Date, become exercisable as to a number\nof shares of Warrant Stock equal to (x) the number of 1999 Acquired Homes which\nare (A) subject to a Service Area Plan and (B) Commercially Deployable,\nmultiplied by (y) two. The certification and dispute provisions of Section 2.1.1\nshall also apply to the exercisability of shares of Warrant Stock under this\nSection 2.1.2.\n\n               2.1.3 In no event shall the number of shares of Warrant Stock\nexercisable pursuant to Sections 2.1.1 and 2.1.2 of this Warrant exceed\n2,630,000.\n\n               2.2 Surrender. Subject to compliance with all applicable\nsecurities laws and the provisions of Section 2.1, this Warrant may be exercised\nin whole or in part by surrendering this Warrant at the principal office of the\nCompany at 425 Broadway, Redwood City, California 94063, with the subscription\nform attached hereto as Exhibit 1 duly executed by the Registered Holder,\naccompanied by payment as set forth in Section 2.3 below.\n\n               2.3 Payment of Exercise Price. Payment shall be made at any time\nwith respect to shares of Warrant Stock being purchased hereunder (x) by the\npayment to the Company, by cash, check and\/or wire transfer, of an amount equal\nto the then-applicable Exercise Price per share multiplied by the number of\nshares of Warrant Stock then being purchased, or, at the option of the\nRegistered Holder, (y) by surrendering to the Company for cancellation the right\nto receive upon exercise hereof a number of shares of Series A Common Stock\nequal to the value (as determined below) of the shares of Warrant Stock with\nrespect to which this Warrant is being exercised, in which case the number of\nshares to be issued to the Registered Holder upon such exercise shall be\ncomputed using the following formula:\n\n                X =     Y(A-B)\n                        -----\n                          A\n\nWhere:          X =     the number of shares of Series A Common Stock to be\n                        issued to the Registered Holder.\n\n\n                                      -4-\n\n\n\n                Y =     the number of shares of Series A Common Stock with\n                        respect to which this Warrant is being exercised and\n                        with respect to which the right to receive shares is\n                        being cancelled.\n\n                A =     the fair market value of one share of Series A Common \n                        Stock.\n\n                B =     the Exercise Price per share of Series A Common Stock\n                        (as it may be adjusted pursuant to the provisions of\n                        Section 5);\n\nprovided, that in the case of a cashless exercise pursuant to clause (y), the\nRegistered Holder shall only be entitled to surrender for cancellation the right\nto receive shares which may then be issued upon exercise of this Warrant.\n\nAs used herein, the 'fair market value of one share of Series A Common Stock'\nshall mean the average, for the five trading days (or such fewer number of days\nas the Company's Series A Common Stock may have been publicly traded) ending\nwith the trading day which is two trading days prior to the date of such\nsurrender, of:\n\n                        (a) the closing prices of the Company's Series A Common\nStock sold on the securities exchange(s) on which the Series A Common Stock may\nat the time be listed, or\n\n                        (b) if there have been no sales on such exchange(s) on\nany such trading day, the average of the highest bid and lowest asked prices on\nsuch exchange(s) at the end of such day, or\n\n                        (c) if on any such trading day the Series A Common Stock\nis not so listed, the average of the representative bid and asked prices quoted\non the Nasdaq National Market ('NASDAQ') as of 4:00 p.m., New York City time, on\nsuch day, or\n\n                        (d) if on any such trading day the Series A Common Stock\nis not quoted on Nasdaq, the average of the highest bid and lowest asked price\non such day in the domestic over-the-counter market as reported by the National\nQuotation Bureau, Incorporated, or any similar successor organization.\n\n               2.4 Date of Exercise; Fractional Shares. Except as otherwise\nprovided in Section 2.3, this Warrant shall be deemed to have been exercised\nimmediately prior to the close of business on the date of its surrender for\nexercise as provided in Sections 2.2 and 2.3, and the person entitled to receive\nthe shares of Warrant Stock issuable upon such exercise shall be treated for all\npurposes as the holder of record of such shares as of the close of business on\nsuch date. As soon as practicable on or after such date, the Company shall issue\nand deliver to the person or persons entitled to receive the same a certificate\nor certificates for the number of whole shares of Warrant Stock issuable upon\nsuch exercise, together with cash in lieu of any fraction of a share equal to\nsuch fraction of the current fair market value of one whole share of Warrant\nStock as of the date of exercise, as determined in good faith by the Company's\nBoard of Directors. No \n\n                                      -5-\n\n\n\nfractional shares may be issued upon any exercise of this Warrant, and any\nfractions shall be rounded down to the nearest whole number of shares.\n\n               2.5 Partial Exercise. Upon a partial exercise of this Warrant,\nthis Warrant shall be surrendered by the Registered Holder and replaced with a\nnew Warrant of like tenor in the name of the Registered Holder providing for the\nright to purchase the number of shares of Warrant Stock as to which this Warrant\nhas not then been exercised.\n\n               2.6 Taxes. The issuance of certificates for shares of Warrant\nStock upon the exercise of this Warrant will be made without charge by the\nCompany to the Registered Holder for any issue tax (other than applicable income\ntax).\n\n        3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.\n\n               3.1 Fully Paid Shares; Reservation. The Company hereby represents\nand warrants to the Registered Holder that all shares of Warrant Stock which may\nbe issued upon exercise of this Warrant shall have been duly and validly\nreserved for issuance and, upon issuance, be duly authorized, validly issued,\nfully paid and nonassessable, and free of any liens, claims, charges, security\ninterests, pledges or encumbrances of any kind, except for restrictions on\ntransfer provided for in this Warrant and under applicable federal and state\nsecurities laws. If at any time the number of authorized but unissued shares of\nthe Company's Warrant Stock shall not be sufficient to effect the exercise of\nthis Warrant, the Company will take such corporate action as may, in the opinion\nof its counsel, be necessary to increase its authorized but unissued shares of\nWarrant Stock to such number of shares of Warrant Stock as shall be sufficient\nfor such purpose.\n\n               3.2 Notices. The Company agrees that it will notify the\nRegistered Holder at least ten (10) business days in advance of the proposed\nconsummation of any pending consolidation or merger of the Company into any\nother corporation or the sale of all or substantially all of the Company's\nassets to another corporation, unless after the closing of any such transaction\nthe stockholders of the Company immediately prior to such transaction own in\nexcess of fifty percent (50%) of the voting power of the surviving corporation\nor its parent corporation. Such notice shall include a description of all\nmaterial terms and conditions of such transaction and the per share value of the\nconsideration to be paid in connection therewith, and other information given by\nthe Company to the holders of its Series A Common Stock in connection with their\napproval thereof.\n\n               3.3 No Impairment. The Company will not, by amendment of its\nCertificate of Incorporation or Bylaws, or through reorganization,\nconsolidation, merger, dissolution, issue or sale of securities, sale of assets\nor any other voluntary action, willfully avoid or seek to avoid the observance\nor performance of any of the terms of this Warrant, but will at all times in\ngood faith assist in the carrying out of all such terms and in the taking of all\nsuch action as may be necessary or appropriate in order to protect the rights of\nthe Registered Holder under this Warrant against wrongful impairment. Without\nlimiting the generality of the foregoing, the Company: (i) will not set nor\nincrease the par value of any shares of stock issuable upon exercise of this\n\n                                      -6-\n\n\n\n\nWarrant above the amount payable therefor upon such exercise, and (ii) will take\nall such action as may be necessary or appropriate in order that the Company may\nvalidly and legally issue fully paid and non-assessable shares of Warrant Stock\nupon the exercise of this Warrant.\n\n        4. TRANSFER RESTRICTIONS.\n\n               4.1 Limitations on Transfer.\n\n                        (i) Any portion of this Warrant that is then exercisable\npursuant to Section 2.1 above may be assigned, conveyed or transferred by the\nRegistered Holder to a third party without the Company's consent provided that\nthe third party agrees in writing to comply with all of the terms and conditions\nof this Warrant and the Company is informed in writing of such assignment,\nconveyance or transfer.\n\n                        (ii) Unless otherwise agreed by @Home in writing, which\nconsent will not be unreasonably withheld, any portion of this Warrant that is\nnot exercisable may not be assigned, conveyed or transferred by the Registered\nHolder to a third party except when the Eligible Homes underlying that portion\nof the Warrant are transferred to that third party in accordance with the\nDistribution Agreement, such third party agrees in writing to comply with all of\nthe terms and conditions of this Warrant, and the Company is informed in writing\nof such assignment, conveyance or transfer.\n\n               4.2 Mechanics and Effects of Transfer. Any assignment, conveyance\nor transfer of the Warrant, the Warrant Stock or the rights hereunder shall be\nmade on the books of the Company maintained for such purpose at the principal\noffice of the Company upon surrender of this Warrant or the Warrant Stock and a\nproperly completed assignment in the form of Exhibit 2 hereto. All transferees\nunder this Section 4 will be bound by the provisions of this Section 4.\nNotwithstanding the foregoing, this Warrant and the rights hereunder may not be\nassigned, conveyed or transferred unless such assignment, conveyance or transfer\nalso complies with all applicable securities laws and the provisions of Section\n8.2 hereof.\n\n               4.3 Legends; Notations. The certificates evidencing the Warrant\nStock shall be endorsed with the legends set forth below:\n\n                        (a) a conspicuously noted legend in substantially the\nfollowing form:\n\n               'THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR ANY\nSTATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR\nOTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY\nAPPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY\nSATISFACTORY TO THE COMPANY, SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER\nDISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE\nACT AND SUCH LAWS.'; and\n\n\n                                      -7-\n\n\n\n                        (b) any legend required by any applicable state\nsecurities law.\n\n               The Company shall make a notation on its stock books regarding\nthe restrictions on transfer of the Warrants and Warrant Stock provided by\napplicable securities and other laws and this Warrant, and will transfer\nsecurities on the books of the Company only to the extent not inconsistent\ntherewith. Without limiting the foregoing, the Company shall refuse to register\nany transfer of the Warrants or Warrant Stock not made in accordance with or\npursuant to an applicable exemption from registration under the Act and\napplicable state securities laws.\n\n        5. ADJUSTMENT OF EXERCISE PRICE, NUMBER AND KIND OF SHARES. The number\nand kind of shares of Warrant Stock issuable upon exercise of this Warrant (or\nany shares of stock or other securities or property at the time receivable or\nissuable upon exercise of this Warrant) and the Exercise Price therefor, are\nsubject to adjustment upon the occurrence of the following events:\n\n               5.1 Adjustment for Stock Splits, Stock Dividends,\nRecapitalizations, etc. The Exercise Price of this Warrant and the number of\nshares of Series A Common Stock issuable upon exercise of this Warrant shall\neach be proportionally adjusted to reflect any stock dividend, stock split,\nreverse stock split, recapitalization and the like affecting the number of\noutstanding shares of Series A Common Stock that occurs after the Issue Date.\n\n               5.2 Adjustment for Reorganization, Consolidation, Merger. In case\nof any reorganization of the Company (or of any other corporation, the stock or\nother securities of which are at the time receivable on the exercise of this\nWarrant), after the Issue Date, or in case, after such date, the Company (or any\nsuch corporation) shall consolidate with or merge into another corporation or\nconvey all or substantially all of its assets to another corporation or other\nentity, then, and in each such case, the Registered Holder of this Warrant, upon\nany permitted exercise of this Warrant (as provided in Section 2), at any time\nafter the consummation of such reorganization, consolidation, merger, or\nconveyance, shall be entitled to receive, in lieu of the stock or other\nsecurities and property receivable upon the exercise of this Warrant prior to\nsuch consummation, the stock or other securities or property to which such\nRegistered Holder would have been entitled upon the consummation of such\nreorganization, consolidation, merger or conveyance if such Registered Holder\nhad exercised this Warrant immediately prior thereto, all subject to further\nadjustment as provided in this Section 5, and the successor or purchasing\ncorporation or other entity in such reorganization, consolidation, merger or\nconveyance (if other than the Company) shall duly execute and deliver to the\nRegistered Holder a supplement hereto acknowledging such corporation's or\nentity's obligations under this Warrant; and in each such case, the terms of\nthis Warrant (including the exercisability, transfer and adjustment provisions\nof this Warrant) shall be applicable to the shares of stock or other securities\nor property receivable upon the exercise of this Warrant after the consummation\nof such reorganization, consolidation, merger or conveyance.\n\n        6. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in\neither the Exercise Price or in the number of shares of Warrant Stock, or other\nstock, securities or property receivable upon the exercise of this Warrant, the\nChief Financial Officer of the Company shall \n\n                                      -8-\n\n\npromptly thereafter compute such adjustment in accordance with the terms of this\nWarrant and prepare a certificate setting forth such adjustment and showing in\ndetail the facts upon which such adjustment is based, including a statement of\nthe adjusted Exercise Price. The Company will cause copies of such certificate\nto be mailed (by first class mail, postage prepaid) to the Registered Holder.\n\n        7. LOSS OR MUTILATION. Upon receipt by the Company of evidence\nreasonably satisfactory to it of the ownership, and the loss, theft, destruction\nor mutilation, of this Warrant, and of indemnity reasonably satisfactory to it,\nand (in the case of mutilation) upon surrender and cancellation of this Warrant,\nthe Company will execute and deliver in lieu thereof a new Warrant of like\ntenor.\n\n        8. REPRESENTATIONS AND WARRANTIES OF THE REGISTERED HOLDER.\n\n               8.1 Restrictions under Securities Laws. The Registered Holder\nunderstands that neither the offer and sale of this Warrant nor the offer and\nsale of shares of Warrant Stock that may be purchased upon exercise thereof have\nbeen registered under the Act, or any state securities laws. As a condition to\nthe issuance of this Warrant and to its exercise the Registered Holder hereby\nrepresents and warrants to the Company that:\n\n                      (a) The Warrant and the underlying shares of Warrant Stock\n(collectively, the 'SECURITIES') are being and\/or will be acquired by the\nRegistered Holder in a transaction exempt from registration under Section 4(2)\nof the Act and\/or Regulation D promulgated under the Act, for its own account,\nfor investment purposes only, and not with a view to the sale or other\ndistribution thereof within the meaning of the Act and the Registered Holder has\nno present intention of selling or otherwise disposing of all or any portion of\nthe Securities except as permitted by the Warrant Purchase Agreement and this\nWarrant.\n\n                      (b) The Registered Holder is capable of evaluating the\nmerits and risks of any investment in the Securities, is financially capable of\nbearing a total loss of this investment and either: (i) has a preexisting\npersonal or business relationship with the Company or its principals; (ii) by\nreason of the Registered Holder's business or financial experience, has the\ncapacity to protect his or its own interests in connection with this investment;\nor (iii) if the Registered Holder is the Initial Registered Holder, is an\n'accredited investor' within the meaning of Regulation D promulgated under the\nAct, as amended.\n\n                      (c) The Registered Holder has had access to all \ninformation regarding the Company, its present and prospective business, assets,\nliabilities and financial condition that the Registered Holder considers\nimportant to making the decision to acquire the Securities and has had ample\nopportunity to ask questions of and receive answers from the Company's\nrepresentatives concerning an investment in the Securities and to obtain any and\nall documents requested in order to supplement or verify any of the information\nsupplied.\n\n                      (d) The Registered Holder understands that the Securities\nshall be deemed restricted securities under the Act and may not be resold unless\nthey are registered under \n\n                                      -9-\n\n\n\n\nthe Act and any applicable State securities law, or in the opinion of counsel in\nform and substance satisfactory to the Company, an exemption from such\nregistration is available.\n\n                      (e) The Registered Holder is aware of Rule 144 promulgated\nunder the Act, which rule provides, in substance, that: (i) after one year from\nthe date restricted securities have been purchased and fully paid for, a holder\nmay transfer restricted securities provided certain conditions are met (e.g.,\ncertain public information is available about the Company), and specific\nlimitations on the amount of shares which can be sold within certain periods and\nthe manner in which such shares must be sold are complied with; and (ii) after\ntwo years from the date the securities have been purchased and fully paid for,\nholders who are not 'affiliates' of the Company may sell restricted securities\nwithout satisfying such conditions.\n\n                      (f) The Registered Holder further understands that if the\nrequirements of Rule 144 are not met, registration under the Act or compliance\nwith some other registration exemption will be required for any disposition of\nthe Securities; and that, although Rule 144 is not exclusive, the SEC has\nexpressed its opinion that persons proposing to sell restricted securities other\nthan in a registered offering or other than pursuant to Rule 144 will have a\nsubstantial burden of proof in establishing that an exemption from registration\nis available for such offers or sales and such persons and the brokers who\nparticipate in the transactions do so at their own risk. The Registered Holder\nunderstands that the Company is under no obligation to register the Securities\nor take any other actions under the Act or any state securities laws.\n\n               8.2 Compliance with Securities Laws. The Registered Holder of\nthis Warrant, by acceptance hereof, agrees that, absent an effective\nregistration statement filed with the SEC under the Act covering the disposition\nor sale of any Securities, such Registered Holder will not sell or transfer any\nor all of such Securities unless such sale or transfer is pursuant to an\navailable exemption from registration under the Act and applicable state\nsecurities laws. As a condition to any such sale or transfer, the Registered\nHolder shall first provide the Company with an opinion of counsel satisfactory\nto the Company to the effect that such sale or transfer is or will be exempt\nfrom the registration and prospectus delivery requirements of the Act and\napplicable state securities laws. Such Registered Holder consents to the Company\nmaking a notation on its records, or giving instructions to any transfer agent\nof such Securities, in order to implement the foregoing restrictions on\ntransfer. The shares issued upon exercise of this Warrant shall bear legends\nreferring to the restrictions on transfer set forth in this Section 8. As a\ncondition to the transfer of this Warrant or transfer of the shares issuable on\nexercise hereof, any permitted transferee must execute and deliver to the\nCompany representations and warranties similar to these set forth in this\nSection 8 and applicable to a transferee of securities in an exempt transaction\nunder the Act and must agree in writing to accept and be bound by all the terms\nand conditions of this Warrant.\n\n        9. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Warrant does not by\nitself entitle the Registered Holder to any voting rights or other rights as a\nstockholder of the Company. In the absence of affirmative action by the\nRegistered Holder to purchase Warrant Stock by exercise of this Warrant, no\nprovisions of this Warrant, and no enumeration herein of the rights or\n\n                                      -10-\n\n\n\n\nprivileges of the Registered Holder shall cause such Registered Holder to be a\nstockholder of the Company for any purpose.\n\n        10. REGULATORY COMPLIANCE. If the Registered Holder of this Warrant or\nthe Warrant Stock would be subject to the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976 and the rules and regulations thereunder (collectively,\nthe 'ANTITRUST LAW'), then prior to such exercise or conversion and following\nsuch Registered Holder's notice to the Company of its intention to exercise or\nconvert, the Company and such Registered Holder shall promptly use commercially\nreasonable efforts to comply with any applicable requirements under the\nAntitrust Law relating to filing and furnishing of information to the Federal\nTrade Commission and the Antitrust Division of the Department of Justice. Each\nof the Company and such Registered Holder shall bear and pay any costs or\nexpenses that it incurs in compliance with this requirement.\n\n        11. AMENDMENT; WAIVER. Any term of this Warrant may be amended and the\nobservance of any term of this Warrant may be waived (either generally or in a\nparticular instance and either retroactively or prospectively), only with the\nwritten consent of the Company and the Registered Holder. Any amendment or\nwaiver effected in accordance with this Section 11 shall be binding upon the\nRegistered Holder, any future Registered Holder and the Company.\n\n        12. NOTICES. All notices and other communications from the Company to\nthe Registered Holder shall be deemed given when personally delivered, mailed by\nfirst-class registered or certified mail, postage prepaid, delivered by\nrecognized overnight courier service, or transmitted by facsimile (with\nconfirmation by first class mail), to the address furnished to the Company in\nwriting by the Registered Holder who shall have furnished an address and\/or\nfacsimile number to the Company in writing.\n\n        13. HEADINGS. The headings in this Warrant are for purposes of\nconvenience in reference only, and shall not be deemed to constitute a part\nhereof.\n\n        14. LAW GOVERNING. This Warrant shall be construed and enforced in\naccordance with, and governed by, the internal laws of the State of Delaware,\nexcluding that body of law applicable to conflicts of laws.\n\n        15. TERMS BINDING. By acceptance of this Warrant, the Registered Holder\nof this Warrant (and each subsequent assignee, transferee or Registered Holder\nof this Warrant) accepts and agrees to be bound by all the terms and conditions\nof this Warrant.\n\n        16. COUNTERPARTS. This Warrant may be executed in one or more\ncounterparts, each of which shall be an original and all of which together shall\nconstitute one and the same instrument.\n\n                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]\n\n                                      -11-\n\n\n\n\n\nIN WITNESS WHEREOF, the Company and the Registered Holder have executed this\nWarrant as of the Issue Date.\n\n\nTHE COMPANY:                                ACKNOWLEDGED AND ACCEPTED\n                                              BY REGISTERED HOLDER:\n\nAT HOME CORPORATION                         CENTURY COMMUNICATIONS CORP.\n\n\nBy: \/s\/ DEAN A. GILBERT                    By: \/s\/ CLIFFORD A. BAIL\n   ------------------------------             ----------------------------------\n\nName: Dean A. Gilbert                      Name: Clifford A. Bail\n     ----------------------------               --------------------------------\n\nTitle: SVP, GM @Home                       Title: Vice President\n      ---------------------------                -------------------------------\n\n\n\n\n\n\n                            [WARRANT SIGNATURE PAGE]\n\n                                      -12-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9560,9572],"class_list":["post-41377","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41377","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41377"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41377"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41377"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41377"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}